Choice Hotels International, Inc. (CHH) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Choice Hotels International, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Simone Wu, Senior Vice President, General Counsel, Corporate Secretary and External Affairs of Choice Hotels International Inc. Ms. Wu, the floor is yours.

Thank you. Good morning, everyone. Welcome to the Choice Hotels International 2020 Annual Shareholders Meeting. I'm Simone Wu, and I'm pleased to be here today with all of you. Today marks our 24th Annual Meeting as a public company and the first time that we have conducted this meeting virtually. We are pleased to welcome everyone who has logged in to join us. To all of our shareholders, we wish the best for you, your families and your communities in these unprecedented times. As is true with many other aspects of our business, this year's annual meeting will be conducted differently than in prior years. In addition to the virtual nature of the meeting, the format is changing. Specifically, we will not be providing a general business update as part of today's agenda. However, at the conclusion of the formal portion of this meeting, we will have a brief question-and-answer period with Pat Pacious, our President and Chief Executive Officer. You can submit questions through the meeting portal, and we will answer questions as time permits. I will now call the meeting to order. The Choice Hotels' Board of Directors set March 5, 2020, as the record date for this meeting. So only holders of shares of common stock at the close of business on the record date were entitled to notice of and to vote at this meeting. On the record date, there were 55,846,291 shares of common stock outstanding and entitled to vote. Each of the 10 members of our Board of Directors are present at this meeting, including our Chairman, Stewart Bainum, Jr; and our President and Chief Executive Officer, Pat Pacious. I would also like to welcome Jim Sexton and Wes Wiggins of Ernst & Young, the company's independent registered public accounting firm. Jeff Lobb, our Deputy General Counsel, has been appointed as Inspector and Judge of the election. Jeff has previously delivered his oath to the Chairman. Jeff will now give us a report on the attendance.

Thank you, Simone, and good morning. I'm pleased to announce that a total of 50,872,528 shares of Choice Hotels International common stock are present at this meeting in person or by proxy. This represents approximately 91% of the outstanding shares of the company. Therefore, a quorum is present, and this meeting is authorized to transact any business that may properly come before it.

Thank you, Jeff. We have delivered to the Chairman for filing affidavit to the effect that on or about April 6, 2020, a notice of the annual meeting of shareholders, proxies and the proxy statement were mailed to all shareholders of record on the record date. A complete list of shareholders who own shares of the company's common stock as of the record date, duly certified by the company's transfer agent, Computershare, is available for inspection by shareholders during this meeting on the meeting portal. It is now my pleasure to introduce Stewart Bainum, Jr, Chairman of the Board of Directors. In accordance with the bylaws of the company, Stewart will preside over the meeting. Mr. Chairman?

Well, thank you, Simone, and welcome all to Choice Hotels' 24th Annual Shareholders Meeting. I would like to echo Simone's previous comment about these unprecedented times. Our thoughts are certainly with everyone who's being impacted by this pandemic. Let's now proceed to the business of the meeting. The polls are now open, and I will introduce each item of business. Usually, at this point in the meeting, I deliver my remarks, often riveting and always captivating, but due to the virtual nature of today's meeting, I have to disappoint many of you and dispense with my usual eloquence. First, a quick housekeeping note, and this is important, make a note of it. If you've previously sent in your proxy or have already voted by telephone or Internet, you don't need to take any further action unless, of course, you wish to change your vote. And any shareholders who have not yet voted or who wish to change their votes, may do so by clicking on the cast your vote button on the meeting portal and following the instructions. So if you happen to have made a mistake and perhaps voted against me, this is the time to change your vote. Any votes received prior to the polls closing will be collected and delivered to our election inspector, so you need to get on this right away. We'll begin with the election of 10 directors. As Simone previously mentioned, all are present at this meeting. If elected, each will serve a 1-year term until the 2021 Annual Meeting. In prior years, when we were all together in the same meeting room, this was the part of the meeting where I would ask each of the nominees to stand, often blushing while I spoke about the unique ways that they contribute to the Board. Given the virtual nature of today's meeting, I will, instead of providing individual acknowledgments simply say that I'm truly honored to serve as the Chair of this Board, with 9 other directors each contributing so much to Choice. By the way, if you're interested in learning more about the backgrounds of any of our directors, there's lots of good information in our proxy statement, most of which I believe to be true. The Board has nominated the following individuals: Barbara Alexander, Chair of our Audit Committee; Brian Bainum; Bill Jews, Chair of our Governance and Nominating Committee; Monte Koch, Liza Landsman, Chair of our Diversity Committee; Pat Pacious, our Standout President and Chief Executive Officer; Ervin Shames, our Lead Director; Maureen Sullivan; John Tague, Chair of our Compensation and Talent Committee; me, Stewart Bainum, Jr. The majority of shares is necessary to get these folks elected. Jeff, would you please report on the preliminary results of the voting.

Thank you, Stewart. A majority of the shares represented at this meeting have voted in favor of each of the nominees for election to the Board. Therefore, each of the 10 named nominees are elected for a 1-year term that will expire at the 2021 Annual Meeting.

Thanks. Thanks, Jeff, well done. And I'm pleased that we all made it, and, of course, honored to continue to serve with these outstanding directors. Next on the agenda. As required by the Dodd-Frank Act, the second item on our agenda is to seek a shareholder advisory vote regarding compensation of the company's named executive officers. While the vote is advisory, the Board's compensation committee will consider the outcome of the vote as it continues to consider the company's executive compensation program. A majority of shares is requested. Jeff, would you please report any -- report the preliminary results of the voting?

Sure. Thanks, Stewart. A majority of the shares represented at this meeting have been voted in favor of the proposal. Therefore, the executive compensation has been approved.

Thanks, Jeff. The third item on our business agenda is to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Majority of shares is requested. Jeff?

A majority of the shares represented at this meeting have been voted in favor of the proposal, and therefore, the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified.

Well, that's pretty much it, folks. There's no other business that's been brought before the meeting, so the polls are now closed and the formal business portion of the annual meeting is concluded. That was quick, but I think we'd all agree that it's been fun and just a great way to start your day. Simone, I'll now turn this back to you, so you can facilitate the Q&A session with Pat.

Thank you, Stewart, and thank you to all of those who submitted questions during the meeting. We've received some good questions. Unfortunately, due to time limitation, we may not be able to address every question that was submitted. Please note that during this Q&A, we will not be able to address matters related to the impact of the COVID-19 pandemic on our business beyond the existing public remarks for which we refer you to our press release issued on April 8, 2020. Also, we will be discussing this topic as part of our first quarter earnings reporting cycle, and we are currently planning to issue the earnings report and to hold our earnings call on May 11. Please visit the Investor Relations page of our website for information on how to listen to the earnings call. In addition, past remarks made in response to shareholder questions may contain forward-looking statements. Actual results could differ materially from those projected. The company undertakes no obligation to update or publicly revise any forward-looking statements, whether because of new information, future events or other factors. And we refer you to the slide on the web page for this meeting that contains more information about the risks that could impact our results. Before we begin the question and answer, Pat, would you like to make any general remarks?

Yes. Thanks, Simone. And thanks to all of you, our shareholders, for participating in today's annual meeting and for your continuing support of our company. As Simone's already noted, this year, we made the decision not to provide a comprehensive business update as part of our shareholder meeting. However and despite the extraordinary circumstances we're all dealing with, I would like to take the opportunity to remind everyone of just some of the company's many accomplishments last year in 2019, where our focus was on investments that are fueling long-term growth. This was led by our Cambria Hotels brand and the Ascend Collection, which both experienced significant growth in our upscale portfolio. Second, we continued refreshing our core mid-scale brands, and we transformed our flagship Comfort brand. We also unveiled Clarion Pointe, which is an extension of our very popular Clarion brand. And finally, we reinvigorated one of the fastest-growing segments of the hotel industry, the extended-stay segment by expanding the reach of our WoodSpring Suites brand, and in early 2020, we launched Everhome Suites, which I expect to be an exciting mid-scale extended-stay brand to be joining our portfolio. In addition, I'd also like to invite you to peruse the company's inaugural, environmental, social and governance report, which can be found on our website, choicehotels.com. This report outlines the many ways Choice Hotels' core purpose comes to life, by investing in our people and in opportunities that can positively impact the communities we serve and details our efforts in environmental sustainability, human rights, diversity and inclusion, disaster relief, support of service members, philanthropy and corporate governance. A special thank you goes out to all of Choice's hard-working associates who contributed to these and so many other key accomplishments in 2019 as well as to our esteemed directors for their guidance and their support. And to our shareholders, thank you for trusting us with your investment. With that, Simone, I'm ready to open it up for any questions.

All right. Thanks, Pat. First one. Understanding that you are not able to address business matters related to the COVID-19 pandemic, can you talk a little about some of the things that Choice and its franchisees and business partners are doing to support their communities during the crisis?

Yes. This has been, obviously, our focus over the last 8 weeks and at Choice, we've always put our franchisees in the forefront of what we do, and the COVID-19 response has really been no different. There's really 4 key areas that I would focus on. The first is, we, as a company, redeployed about 100 additional people to plus up the teams who support our owners. We reached out to every single one of our owners and made contact with 100% of them, both domestic and internationally when the pandemic began, and we've been continuing to provide some one-on-one guidance and customized solutions related to the pandemic. Second, we advocated for federally funded small business relief. As many of you know, about 90% of our franchisees are small business owners, and it was a real opportunity for us to advocate on their behalf. I was fortunate enough to have a substantive exchange with the President when I visited the White House back in March, along with many of my hotel industry colleagues. And the result of that was what became known as the CARES Act. And we have continued to advocate through 2 rounds of vital funding that has been helping small business in our industry and across America. The third thing we did is that legislation began to move. We launched an enormous proactive education program that is helping thousands of our owners get access to that capital that was made available by the federal government. And we've also been hosting a series of virtual town halls to help those owners manage their daily operations and also lower their operating costs during these unprecedented times. And finally, we've been delivering business to their hotels. As this situation has involved -- has evolved over time, the focus of our sales teams and the other associates we mobilize across the company has helped us to identify new business opportunities with organizations that are responding to this crisis, and we're seeing a lot of success. I'll give you a perfect example. Our front-desk receptionist Julian, who, while working from home, chased the lead for us that resulted in nearly 11,000 room nights for a quality in. Just fantastic support we're seeing from across the company. And finally, we've developed a new promotion to spur travel demand, our Choice Cares room rate has enabled our franchisees to open their hotels for hospital overflows and temporary housing for first responders and others in dire need. So those are just a few of the items that we as a company have been doing to support our owners during this pandemic.

Thank you, Pat. We have another one here. Can you tell us a little bit more about the new Everhome Suites extended-stay brand that you talked about earlier?

Sure. This is a real opportunity for Choice to take 2 key areas that we excel in. First, mid-scale hotels; and secondly, extended-stay hotels, and bringing them together to meet an emerging consumer need here. Our target guest is this value-conscious consumer, who is driven to be successful, both personally and professionally. And when they're on the road, we wanted to design a brand that would empower them to tackle whatever is coming next to them. And what we know from those guests is they want to be able to customize their surroundings. So the Everhome Suites brand is allowing us to put a product out there that really provides apartment-style accommodations that enable guests to adapt the environment to the way they live and work. So there's a lot of movable furniture, a lot of stackable shelving, the way the bathroom works, it provides plenty of space in shelving for people who are on the road and want to customize their space and are going to be in that accommodation for an extended period of time. So we've seen some initial excitement about this brand. We had our first groundbreak back in January out in California. And so it will be, I believe, another additional great brand for our owners to build and for our guests to stay in for the long term.

Thank you. And that concludes our question-and-answer period today. There are no other questions. Thank you, again, to everyone who participated in the meeting. This does conclude the meeting. You may now disconnect.